UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): | August 24, 2020 | |
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Exact Name of Registrant as Specified in Its Charter: | CALAMP CORP. | |
Delaware | | 0-12182 | | 95-3647070 |
State or Other Jurisdiction of | | Commission | | I.R.S. Employer |
Incorporation or Organization | | File Number | | Identification No. |
Address of Principal Executive Offices: | 15635 Alton Parkway, Suite 250 | |
| Irvine, CA 92618 | |
Registrant's Telephone Number, Including Area Code: | (949) 600-5600 | |
Former Name or Former Address, if Changed Since Last Report: | Not applicable | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14.a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common stock, $0.01 per share | | CAMP | | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 24, 2020, the Board of Directors (the “Board”) of CalAmp Corp. (the “Company”) appointed Kirsten Wolberg to the Board effective September 1, 2020, increasing the number of directors of the Board to nine. Ms. Wolberg was not appointed pursuant to any arrangement or understanding between her and any other persons.
Pursuant to an offer letter (the “Offer Letter”) entered into between Ms. Wolberg and the Company, Ms. Wolberg will receive an annual cash retainer of $60,000 for her service on the Board. The annual retainer will be paid by the Company in four equal quarterly installments. In addition, pursuant to the Offer Letter, Ms. Wolberg will receive a restricted stock award with a value of $128,000 in connection with her appointment to the Board. The initial restricted stock award will vest in full on the three-year anniversary of the grant date, subject to continued service. Ms. Wolberg will also receive an annual restricted stock award for her service on the Board with a value of $128,000, prorated to reflect her partial year of service, which will vest in full on the one-year anniversary of the grant date, subject to continued service.
Pursuant to the Offer Letter, Ms. Wolberg and the Company will enter into the Company’s standard indemnification agreement, the form of which was originally filed with the Securities and Exchange Commission as Exhibit 10.4 to the Company’s Annual Report on Form 10-K on May 10, 2018.
The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, which is attached hereto as Exhibit 10.1 an incorporated herein by reference.
A copy of the press release announcing Ms. Wolberg’s appointment to the Board is attached as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.
| | | | CALAMP CORP. | |
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| | August 26, 2020 | | By: /s/ Kurtis Binder | |
| Date | | | Kurtis Binder | |
| | | | Executive Vice President and CFO |
| | | | (Principal Financial Officer) |
